WWW.EXFILE.COM, INC. -- 888-775-4789 -- BOSTON SCIENTIFIC CORPORATION -- EXHIBIT 10.2 TO FORM 10-Q


    EXHIBIT 10.2

     

     

    
      Boston
Scientific Executive Allowance Plan:

       

      Plan
Description

    

     

    
      	 
      


    

    
      	
              Purpose

            	
              The
      Boston Scientific Corporation (“Boston Scientific”) Executive Allowance
      Plan (“Plan”) is an executive benefit designed to provide a cash allowance
      for eligible individuals in lieu of perquisites typically provided by
      other companies such as a company car, health care costs not otherwise
      covered by Boston Scientific or tax planning
  services.

            


    

    
      	 
      


    

    
      	
              Eligibility

            	
              Boston
      Scientific employees who are on the U.S. payroll and who are members of
      Boston Scientific’s Executive Committee or are Regional Presidents,
      Divisional Presidents or Operating Committee members assigned to
      Compensation Grade 250 are eligible to receive an executive
      allowance.

            


    

    


    
      	 
      


    

    
      	
              Annual
      Allowance Amount

              (Pre-tax)

            	
               

              · Executive
      Committee
      Members                                                                                           $25,000
      per year

              · Regional
      Presidents, Divisional Presidents, and

                                
      Operating Committee Members at Grade
      250                                                                    $15,000
      per year

               

            
	 
      	 
      


    

    
      	 
      


    

    
      	
              Accruals
      and Payments

            	
              Payments
      under this Plan are made two times per year, and are subject to applicable
      withholdings, but are not “grossed up.” Payments are made during payroll
      cycles of June and December respectively, at a rate of one-half the annual
      amount. Benefits accrue monthly, are paid in arrears and are prorated to
      the nearest full month of service for participants who become eligible or
      lose eligibility for the Plan during the Plan (calendar) year. Partial
      months of eligibility will be treated as full months for the purposes of
      this policy.  Final prorated payments for terminated employees
      are made in a June or December payroll cycle following the employee’s
      termination.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      Boston
Scientific Executive Allowance Plan:

    

    
       

      Plan
Description

    

     

    
      	
               

            


    

    
      	
              Administration

            	
              Roles and Responsibilities:

              It
      is the responsibility of the Director of the Global Benefits, as the Plan
      Administrator to:

              · oversee
      the administration of the Plan according to its terms;

              · audit
      the payments made under the Plan (e.g., the amount and the timeliness of
      payments);

              · determine
      whether amendments or updates to the Plan are necessary;

              · communicate
      Plan amendments and updates to Plan participants and the Payroll
      Department; and

              · maintain
      the Plan and make it available upon request to participants.

               

              In
      addition, the Payroll Department is responsible for making payments to
      Plan participants according to the Plan.

               

              Plan Changes and
Modifications:

              Plan
      changes require the approval of the Executive Vice President of Human
      Resources and the Executive Vice President and General Counsel who may
      interpret this Plan within their sole discretion. This Plan may be
      modified, amended or terminated without advance notice. This Plan does not
      create a contract of employment.

               

              This
      Effective Date of this Plan, as amended and restated, is January 1,
      2008.

            


    

    


    
      	
              Questions?

            	
              Human
      Resources and Plan participants should consult with the Global Benefits
      Department concerning any questions they may
  have.

            


    

    


     

    
      
        
           

           

        

        2